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By Aveva Sample Clauses

By Aveva. Aveva hereby represents and warrants to Arius that as of the Effective Date and any period otherwise indicated below, the following statements are true and correct: (a) Aveva is a corporation duly organized and validly existing under the laws of Florida. Aveva has the power and authority to enter into and perform this Agreement. ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment are being requested are denoted with “*****”. (b) All corporate action on the part of Aveva necessary for the authorization, execution and delivery of this Agreement and for the performance of all of its obligations hereunder has been taken, and this Agreement, when fully executed and delivered, shall constitute a valid, legally binding and enforceable obligation of Aveva. (c) Excepting necessary Product Approvals, no consent, authorization, license, permit, registration or approval of, or exemption or other action by, any governmental authority, or any other third party, is required in connection with Aveva’s execution, delivery and performance of this Agreement or, if any such consent is required, Aveva has satisfied any applicable requirements. (d) There are no outstanding written or oral agreements binding on Aveva or its assets that conflict with this Agreement or restrict Aveva from entering into this Agreement. This Agreement is enforceable against Aveva in accordance with the terms of this Agreement, subject to the effect of bankruptcy, insolvency, or similar laws affecting the rights and remedies of creditors generally and the effects of general principles of equity (whether applied by a court of law or equity) and the effect of public policy. (e) There are no actions, suits or proceedings pending or, to Aveva’s knowledge, threatened, against Aveva before any governmental authority which question Aveva’s right to enter into or perform this Agreement, or which question the validity of this Agreement, and Aveva has no knowledge of a claim pending, threatened or previously made against Aveva relative to the manufacture of Products alleging infringement or misappropriation of any copyright, patent, trade secret, trademark or other intellectual property right of any third party. (f) There are no third party patents, trade secret rights, trademarks, or other intellectual property rights which, to Aveva’s knowledge, would be infringed or misappropriated by the manufacture of Products hereunder.

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